Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10−Q

 

(Mark One)

 

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: March 31, 2024

 

or

 

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to _____________

 

Commission File Number: 000-31377

 

REFLECT SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

 

Utah		87-0642556
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

1266 South 1380 West, Orem, UT		84058
(Address of principal executive offices)		(Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and formal fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

1 

 

 

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

Yes ☐ No ☒

 

As of May 10, 2024, there were 85,664,086 common shares of the registrant issued and outstanding.

 

2 

 

REFLECT SCIENTIFIC, INC.

 

Quarterly Report on Form 10-Q

Period Ended March 31, 2024

 

 

TABLE OF CONTENTS

 

PART I

FINANCIAL INFORMATION

 

Item 1:	Financial Statements	4
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3:	Quantitative and Qualitative Disclosure about Market Risk	15
Item 4:	Controls and Procedures	16

 

PART II

OTHER INFORMATION

 

Item 1:	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3:	Defaults Upon Senior Securities	16
Item 4:	Mine Safety Disclosure	16
Item 5:	Other Information	16
Item 6:	Exhibits	17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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PART I

FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

 

REFLECT SCIENTIFIC, INC.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

		Page
Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023		5
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (Unaudited)		6
Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2024     and 2023 (Unaudited)		7
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023    (Unaudited)		8
Notes to Condensed Consolidated Financial Statements (Unaudited)		9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4 

 

REFLECT SCIENTIFIC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		March 31, 2024				December 31, 2023
ASSETS		(Unaudited)
Current Assets
Cash and cash equivalents		$	1,009,424			$	1,277,951
Accounts receivable, net			335,003				108,191
Inventories, net			950,917				972,293
Prepaid expenses and other current assets			10,301				11,715
Total Current Assets			2,395,645				2,370,150
Operating lease right-of-use assets			218,025				235,653
Goodwill			60,000				60,000
Other long-term assets			3,100				3,100
TOTAL ASSETS		$	2,676,770			$	2,668,903
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses		$	101,272			$	86,241
Customer deposits			486,229				447,444
Current portion of operating lease liabilities			67,675				62,681
Total Current Liabilities			655,176				596,366
Operating lease liabilities, net of current portion			160,991				179,963
TOTAL LIABILITIES			816,167				776,329
Stockholders' Equity
Preferred Stock, $0.01 par value, 5,000,000 shares authorized; none issued and    outstanding as of March 31, 2024 and December 31, 2023			-				-
Common stock, $0.01 par value, 100,000,000 shares authorized; 85,664,086 shares issued    and outstanding as of March 31, 2024 and December 31, 2023			856,640				856,640
Additional paid-in capital			20,302,681				20,302,681
Accumulated deficit			(19,298,718	)			(19,266,747	)
TOTAL STOCKHOLDERS’ EQUITY			1,860,603				1,892,574
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	2,676,770			$	2,668,903

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5 

 

REFLECT SCIENTIFIC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

		For the Three Months Ended March 31,
		2024				2023
Revenues		$	428,755			$	241,127
Cost of goods sold			186,966				113,633
Gross profit			241,789				127,494
Operating Expenses
Salaries and wages			142,614				162,275
General and administrative			132,304				106,992
Research and development			7,375				6,066
Total Operating Expenses			282,293				275,333
LOSS FROM OPERATIONS			(40,504	)			(147,839	)
Other income			8,533				-
NET LOSS BEFORE INCOME TAXES			(31,971	)			(147,839	)
INCOME TAX EXPENSE			-				-
NET LOSS		$	(31,971	)		$	(147,839	)
Loss per common share
Basic and diluted		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding
Basic and diluted			85,664,086				85,214,086

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

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REFLECT SCIENTIFIC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

 

 

 

 

Three Months Ended March 31, 2024

 

		Common Stock								Additional Paid-In				Accumulated				Total Stockholders’
		Shares				Amount				Capital				Deficit				Equity
Balance at December 31, 2023			85,664,086			$	856,640			$	20,302,681			$	(19,266,747	)		$	1,892,574
Net loss			-				-				-				(31,971	)			(31,971	)
Balance at March 31, 2024			85,664,086			$	856,640			$	20,302,681			$	(19,298,718	)		$	1,860,603

 

 

 

Three Months Ended March 31, 2023

 

		Common Stock								Additional Paid-In				Accumulated				Total Stockholders’
		Shares				Amount				Capital				Deficit				Equity
Balance at December 31, 2022			85,214,086			$	852,140			$	20,252,181			$	(18,807,719	)		$	2,296,602
Stock-based compensation			-				-				6,875				-				6,875
Net Loss			-				-				-				(147,839	)			(147,839	)
Balance at March 31, 2023			85,214,086			$	852,140			$	20,259,056			$	(18,955,558	)		$	2,155,638

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

7 

 

 

REFLECT SCIENTIFIC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		For the Three Months Ended March 31,
		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(31,971	)		$	(147,839	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation			-				6,875
Amortization of right-of-use assets			17,628				14,529
Changes in operating assets and liabilities:
Accounts receivable			(226,812	)			20,961
Inventories			21,376				(53,268	)
Prepaid expenses and other current assets			1,414				14,221
Accounts payable and accrued expenses			15,031				(10,773	)
Customer deposits			38,785				(12,420	)
Operating lease liabilities			(13,978	)			(15,144	)
Net cash used in operating activities			(178,527	)			(182,858	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by investing activities			-				-
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by financing activities			-				-
NET CHANGE IN CASH AND CASH EQUIVALENTS			(178,527	)			(182,858	)
CASH AND CASH EQUIVALENTS
Beginning of the period			1,277,951				1,381,927
End of the period		$	1,099,424			$	1,199,069
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest		$				$	-
Cash paid for income taxes		$				$	-

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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REFLECT SCIENTIFIC, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION

 

The accompanying unaudited condensed consolidated financial statements of Reflect Scientific, Inc. (the “Company,” “we,” “us,” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements. The December 31, 2023 consolidated balance sheet data was derived from audited financial statements but do not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 29, 2024. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

 

Recently Issued Accounting Pronouncements

 

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. These amendments are to be applied retrospectively. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

 

The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to our condensed consolidated financial statements.

 

NOTE 2—DISAGGREGATION OF REVENUES

 

Our revenue is disaggregated based on product category and geographical region. We recognize revenue from the sale of scientific equipment for the life sciences and manufacturing industries. Our products include non-mechanical Cyrometrix freezers, chillers, and original equipment manufacturer (“OEM”) value-added products and components for the life sciences industry.

 

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The Company’s revenues for the three months ended March 31, 2024 and 2023 are disaggregated as follows:

 

		For the Three Months Ended March 31, 2024
		United States				International				Total
Revenues
Freezers and chillers		$	264,270			$	-			$	264,270
OEM and other			137,796				26,689				164,485
Total Revenues		$	402,066			$	26,689			$	428,755

 

		For the Three Months Ended March 31, 2023
		United States				International				Total
Revenues
Freezers and chillers		$	45,250			$	-			$	45,250
OEM and other			127,880				67,997				195,877
Total Revenues		$	173,130			$	67,997			$	241,127

 

NOTE 3—INVENTORIES

 

Inventories at March 31, 2024 and December 31, 2023 consisted of the following:

 

		March 31,				December 31,
		2024				2023
Finished goods		$	460,001			$	493,565
Raw materials			596,960				584,772
Total inventories			1,056,961				1,078,337
Less reserve for obsolescence			(106,044	)			(106,044	)
Total inventories, net		$	950,917			$	972,293

 

Inventory balances are composed of finished goods and raw materials. Work in process inventory is immaterial to the condensed consolidated financial statements.

 

NOTE 4—LEASES

 

The following was included in our condensed consolidated balance sheets at March 31, 2024 and December 31, 2023:

 

		March 31,			December 31,
		2024			2023
Operating lease right-of-use assets		$	218,025		$	235,653
Lease liabilities, current portion			67,675			62,681
Lease liabilities, long-term			160,991			179,963
Total operating lease liabilities		$	228,666		$	242,644
Weighted-average remaining lease term (months)			32			35
Weighted average discount rate			10.5	%		10.5	%

 

Total lease expense for the three months ended March 31, 2024 and 2023 is as follows:

 

		For the Three Months Ended March 31,
		2024				2023
Operating lease expense		$	23,875			$	15,216
Variable lease expense			-				4,437
Total lease expense		$	23,875			$	19,653

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Cash payments included in the measurement of our operating lease liabilities were $20,225 and $15,831 for the three months ended March 31, 2024 and 2023, respectively.

 

As of March 31, 2024, maturities of operating lease liabilities were as follows:

  

Year Ending December 31,		Amount
2024		$	65,084
2025			98,532
2026			101,708
Total			265,324
Less: imputed interest			(36,658	)
Total operating lease liabilities		$	228,666

 

NOTE 5—STOCKHOLDERS’ EQUITY

 

Common Stock

 

As of March 31, 2024 and December 31, 2023, the Company was authorized to issue 100,000,000 common shares, of which 85,664,086 common shares were issued and outstanding.

 

Potential Common Stock Equivalents

 

As of March 31, 2024, there were no potential common share equivalents from restricted stock awards. As of December 31, 2023, there were 450,000, potential common share equivalents from restricted stock awards excluded from the diluted loss per share calculations as their effect is anti-dilutive.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following management’s discussion and analysis of financial condition and results of operations provides information that management believes is relevant to an assessment and understanding of our plans and financial condition. The following financial information is derived from our financial statements and should be read in conjunction with such financial statements and notes thereto set forth elsewhere herein.

 

Use of Terms

 

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our” and the “Company” refer to Reflect Scientific, Inc., and its consolidated subsidiaries.

 

Special Note Regarding Forward Looking Statements

 

This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

 

●

Changes in Company-wide strategies, which may result in changes in the types or mix of businesses in which our Company is involved or chooses to invest;

 

●

Changes in U.S., global or regional economic conditions;

 

●

Changes in U.S. and global financial and equity markets, including significant interest rate fluctuations, which may impede our Company’s access to, or increase the cost of, external financing for our operations and investments;

 

●

Increased competitive pressures, both domestically and internationally;

 

●

Legal and regulatory developments, such as regulatory actions affecting environmental activities;

 

●

The imposition by foreign countries of trade restrictions and changes in international tax laws or currency controls;

 

●

Adverse weather conditions or natural disasters, such as hurricanes and earthquakes, labor disputes, which may lead to increased costs or disruption of operations.

 

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results.

 

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

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The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

 

Overview

 

Reflect Scientific is engaged in the manufacture and distribution of innovative products targeted at the life science market. Our customers include hospitals, diagnostic laboratories, pharmaceutical and biotech companies, cold chain management, universities, government and private sector research facilities, chemical and industrial companies.

 

Our goal is to provide our customers with the best solution for their needs. This philosophy extends into our business strategies and acquisition plans. Through a series of strategic acquisitions, we acquired technology that has enabled us to expand our line of products to align with, and capitalize on, market needs. Our growing product portfolio includes ultra-low temperature freezers, blast freezers, solvent chillers and refrigerated transportation in addition to supplying OEM products to the life sciences industry.

 

Our Cryometrix brand ultra-low temperature and blast freezers innovative design enables our customers to save substantially on energy costs related to cryogenic storage. Ultra-low temperature freezers are used worldwide for the storage of vaccines, DNA, RNA, proteins and many other biological and chemical substances. There is a growing need for energy efficient, reliable ultra-low temperature storage units. Our Cryometrix freezers are targeted to this growing market and we have had tremendous success in blood storage and pharmaceutical manufacturing applications. The application of this technology for use in refrigerated trailers (commonly called “reefers”) used to transport goods which need to be maintained in a cold environment significantly broadens the market for this technology. The utilization of this technology in reefers eliminates the current method of cooling, which uses engines run on hydrocarbon fuels. The Cryometrix technology is pollutant free and is more efficient and cost effective than the technologies currently used. Reflect Scientific has added a new product line of solvent chillers. Solvent chillers are used in natural products extraction for optimizing product yield and purity.

 

Recent Developments

 

None.

 

Critical Accounting Policies and Estimates

 

The preparation of the unaudited condensed consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

 

For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 29, 2024.

 

During the three months ended March 31, 2024, there were no significant changes in our accounting policies and estimates.

 

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Results of Operations

 

Comparison of the Three Months Ended March 31, 2024 and 2023

 

The following table sets forth key components of our results of operations during the three months ended March 31, 2024 and 2023:

 

		For the Three Months Ended March 31,
		2024								2023
		Amount				% of Revenues				Amount				% of Revenues
Revenues		$	428,755				100.0	%		$	241,127				100.0	%
Cost of goods sold			186,966				43.6	%			113,633				47.1	%
Gross profit			241,789				56.4	%			127,494				52.9	%
Operating Expenses
Salaries and wages			142,614				33.3	%			162,275				67.3	%
General and administrative			132,304				30.8	%			106,992				44.4	%
Research and development			7,375				1.7	%			6,066				2.5	%
Total Operating Expenses			282,293				65.8	%			275,333				114.2	%
Income (loss) from operations			(40,504	)			(9.4)	%			(147,839	)			(61.3)	%
Other income			8,533				2.0	%			-				-
Net loss before income taxes			(31,971	)			(7.4)	%			(147,839	)			(61.3)	%
Income tax expense			-				-				-				-
Net loss		$	(31,971	)			(7.4)	%		$	(147,839	)			(61.3)	%

 

Revenues. Revenues increased by $187,628, or 77.8%, to $428,755 for the three months ended March 31, 2024, as compared to $241,127 for the three months ended March 31, 2023. Such increase was primarily due to a heightened demand for freezer and chiller sales, driven by increased customer capital expenditures during the current period.

 

Cost of goods sold. Cost of goods sold increased by $73,333, or 64.5%, to $186,966 for the three months ended March 31, 2024, as compared to $113,633 for the three months ended March 31, 2023. Such increase was primarily due to increased freezer and chillers sales during the current period.

 

Gross profit. Our gross profit as a percentage of sales increased to 56.4% for the three months ended March 31, 2024, as compared to 52.9% for the three months ended March 31, 2023. The increase in gross profit percentage was primarily due to the increase in freezer and chiller sales during the current period, which have better margins than other products. This was partially offset by increased product costs during the current period.

 

Salaries and wages. Salaries and wages decreased by $19,661, or 12.1%, to $142,614 for the three months ended March 31, 2024, as compared to $162,275 for the three months ended March 31, 2023. Such decrease was primarily due to no stock-based compensation during the current period and decreased employee headcount.

 

General and administrative. General and administrative expenses increased by $25,312, or 23.7%, to $132,304 for the three months ended March 31, 2024, as compared to $106,992 for the three months ended March 31, 2023. Such increase was primarily due to increased advertising and marketing, professional fees, public filing costs, and rent expense during the current period.

 

Research and development. Research and development expenses increased by $1,309, or 21.6%, to $7,375 for the three months ended March 31, 2024, as compared to $6,066 for the three months ended March 31, 2023. Such increase was primarily a result of increased enhancements to the ultra-cold CBD oil chiller as a result of the improved operations during the current period.

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Other income. Other income was $8,533 for the three months ended March 31, 2024, as compared to $0 for the three months ended March 31, 2023. The increase in the current period was from interest income earned on our business money market savings accounts, which were opened during the fourth quarter of 2023.

 

Net loss. As a result of the cumulative effect of the factors described above, our net loss was $31,971 for the three months ended March 31, 2024, as compared to a net loss of $147,839 for the three months ended March 31, 2023. Management continues to look for opportunities to increase sales, improve gross margins and control ongoing operating expenses.

 

Liquidity and Capital Resources

 

As of March 31, 2024 and December 31, 2023, our current assets exceeded current liabilities by $1,740,469 and $1,773,784, respectively, and we had cash and cash equivalents of $1,099,424 and $1,277,951, respectively. To date, we have financed our operations primarily through revenue generated from operations, cash proceeds from financing activities, borrowings, and equity contributions by our shareholders.

 

Summary of Cash Flow

 

The following table provides detailed information about our net cash flow for the period indicated:

 

		Three Months Ended March 31,
		2024				2023
Net cash used in operating activities		$	(178,527	)			(182,858	)
Net cash provided by investing activities			-				-
Net cash provided by financing activities			-				-
Net change in cash and cash equivalents			(178,527	)			(182,858	)
Cash and cash equivalents at beginning of period			1,277,951				1,381,927
Cash and cash equivalents at end of period		$	1,099,424			$	1,199,069

 

Net cash used in operating activities was $178,527 and $182,858 for the three months ended March 31, 2024 and 2023, respectively. Significant factors affecting operating cash flows were primarily a result of increased accounts receivable during the current period.

 

We continue working to enhance our on-line ordering system to increase sales, develop the market for our ultra-low temperature freezers, work with current vendors to obtain more favorable pricing, and locate new vendors to provide opportunities to further reduce our cost of goods.

 

We will continue to focus our efforts on our core business activities while pursuing capital resources and evaluating potential future acquisitions which fit within and enhance our core business.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable.

 

15 

 

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including our chief executive officer and chief principal officer, as appropriate, to allow timely decisions regarding required disclosure.

 

As required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of March 31, 2024. Based upon, and as of the date of this evaluation, our chief executive officer and principal financial officer determined that there have been no changes in our internal controls over financial reporting as of March 31, 2024 to the material weaknesses described in Item 9A “Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, our disclosure controls and procedures were not effective.

 

PART II

OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

ITEM 1A. RISK FACTORS.

 

Not applicable.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

16 

 

 

ITEM 6. Exhibits

 

(a)

Exhibits.

 

Exhibit No.	Title of Document	Location if other than attached hereto
3.1	Articles of Incorporation	10-SB Registration Statement*
3.2	Articles of Amendment to Articles of Incorporation	10-SB Registration Statement*
3.3	By-Laws	10-SB Registration Statement*
3.4	Articles of Amendment to Articles of Incorporation	8-K Current Report dated December 31, 2003*
3.5	Articles of Amendment to Articles of Incorporation	8-K Current Report dated December 31, 2003*
3.6	Articles of Amendment	September 30, 2004 10-QSB Quarterly Report*
3.7	By-Laws Amendment	September 30, 2004 10-QSB Quarterly Report*
4.1	Debenture	8-K Current Report dated June 29, 2008*
4.2	Form of Purchasers Warrant	8-K Current Report dated June 29, 2008*
4.3	Registration Rights Agreement	8-K Current Report dated June 29, 2008*
4.4	Form of Placement Agreement	8-K Current Report dated June 29, 2008*
10.1	Securities Purchase Agreement	8-K Current Report dated June 29, 2008*
10.2	Placement Agent Agreement	8-K Current Report dated June 29, 2008*
10.3	JMST Purchase Agreement	8-K Current Report dated April 4, 2006*
10.4	Cryomastor Merger Agreement	8-K Current Report dated April 19, 2006*
10.5	Image Labs Merger Agreement	8-K Current Report dated November 15, 2006*
10.7	Debenture Settlement	8-K Current Report dated November 17, 2006*
14	Code of Ethics	December 31, 2003 10-K Annual Report*
21	Subsidiaries of the Company	December 31, 2006 10-K Annual Report*

 

Exhibit No.	Title of Document	Location if other than attached hereto
31.1	302 Certification of Kim Boyce	This Filing
31.2	302 Certification of Kim Boyce	This Filing
32	906 Certification	This Filing

 

Exhibits

 

Additional Exhibits Incorporated by Reference

*	Reflect California Reorganization	8-K Current Report dated December 31, 2003
*	JMST Acquisition	8-K Current Report dated April 4, 2006
*	Cryomastor Reorganization	8-K Current Report dated September 27, 2006
*	Image Labs Merger Agreement Signing	8-K Current Report dated November 15, 2006
*	All Temp Merger Agreement Signing	8-K Current Report dated November 17, 2006
*	All Temp Merger Agreement Closing	8-KA Current Report dated November 17, 2006
*	Image Labs Merger Agreement Closing	8-KA Current Report dated November 15, 2006
*	Debenture Placement	8-K Current Report dated June 29, 2007

 

* Previously filed and incorporated by reference.

17 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Reflect Scientific, Inc.

(Registrant)

 

 

Date: May 13, 2024                                                                            By: /s/ Kim Boyce

Kim Boyce, Chief Executive Officer and Director

 

Date: May 13, 2024                                                                            By: /s/ Kim Boyce

Kim Boyce, Principal Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18 

 

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Kim Boyce certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Reflect Scientific, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions);

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Dated: May 13, 2024	Signature: /s/ Kim Boyce
	Kim Boyce
	Chief Executive Officer and Director

 

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Kim Boyce, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Reflect Scientific, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions);

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Dated: May 13, 2024	Signature: /s/ Kim Boyce
	Kim Boyce
	Principal Financial Officer and CFO

 

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report of Reflect Scientific, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), We, Kim Boyce, our Chief Executive Officer and director and Kim Boyce, our Chief/Principal Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Dated: May 13, 2024	Signature: /s/ Kim Boyce
	Kim Boyce
	Chief Executive Officer and Director

 

Dated: May 13, 2024	Signature: /s/ Kim Boyce
	Kim Boyce
	Principal Financial Officer and CFO

 

 

 

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 10, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	REFLECT SCIENTIFIC, INC.
Entity Central Index Key	0001103090
Entity File Number	000-31377
Entity Tax Identification Number	87-0642556
Entity Incorporation, State or Country Code	UT
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	1266 South 1380 West
Entity Address, City or Town	Orem
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84058
Entity Phone Fax Numbers [Line Items]
City Area Code	(801)
Local Phone Number	226-4100
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		85,664,086

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 1,009,424	$ 1,277,951
Accounts receivable, net	335,003	108,191
Inventories, net	950,917	972,293
Prepaid expenses and other current assets	10,301	11,715
Total Current Assets	2,395,645	2,370,150
Operating lease right-of-use assets	218,025	235,653
Goodwill	60,000	60,000
Other long-term assets	3,100	3,100
TOTAL ASSETS	2,676,770	2,668,903
Current Liabilities
Accounts payable and accrued expenses	101,272	86,241
Customer deposits	486,229	447,444
Current portion of operating lease liabilities	67,675	62,681
Total Current Liabilities	655,176	596,366
Operating lease liabilities, net of current portion	160,991	179,963
TOTAL LIABILITIES	816,167	776,329
Stockholders' Equity
Preferred Stock, $0.01 par value, 5,000,000 shares authorized; none issued and outstanding as of March 31, 2024 and December 31, 2023
Common stock, $0.01 par value, 100,000,000 shares authorized; 85,664,086 shares issued and outstanding as of March 31, 2024 and December 31, 2023	856,640	856,640
Additional paid-in capital	20,302,681	20,302,681
Accumulated deficit	(19,298,718)	(19,266,747)
TOTAL STOCKHOLDERS’ EQUITY	1,860,603	1,892,574
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 2,676,770	$ 2,668,903

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	85,664,086	85,664,086
Common stock, shares outstanding	85,664,086	85,664,086

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues	$ 428,755	$ 241,127
Cost of goods sold	186,966	113,633
Gross profit	241,789	127,494
Operating Expenses
Salaries and wages	142,614	162,275
General and administrative	132,304	106,992
Research and development	7,375	6,066
Total Operating Expenses	282,293	275,333
LOSS FROM OPERATIONS	(40,504)	(147,839)
Other income	8,533
NET LOSS BEFORE INCOME TAXES	(31,971)	(147,839)
INCOME TAX EXPENSE
NET LOSS	$ (31,971)	$ (147,839)
Loss per common share
Basic (in Dollars per share)	$ 0	$ 0
Weighted average shares outstanding
Basic (in Shares)	85,664,086	85,214,086

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Diluted	$ 0.00	$ 0.00
Diluted	85,664,086	85,214,086

Condensed Consolidated Statements of Stockholders’ Equity - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 852,140	$ 20,252,181	$ (18,807,719)	$ 2,296,602
Balance (in Shares) at Dec. 31, 2022	85,214,086
Stock-based compensation		6,875		6,875
Net loss			(147,839)	(147,839)
Balance at Mar. 31, 2023	$ 852,140	20,259,056	(18,955,558)	2,155,638
Balance (in Shares) at Mar. 31, 2023	85,214,086
Balance at Dec. 31, 2023	$ 856,640	20,302,681	(19,266,747)	1,892,574
Balance (in Shares) at Dec. 31, 2023	85,664,086
Net loss			(31,971)	(31,971)
Balance at Mar. 31, 2024	$ 856,640	$ 20,302,681	$ (19,298,718)	$ 1,860,603
Balance (in Shares) at Mar. 31, 2024	85,664,086

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (31,971)	$ (147,839)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		6,875
Amortization of right-of-use assets	17,628	14,529
Changes in operating assets and liabilities:
Accounts receivable	(226,812)	20,961
Inventories	21,376	(53,268)
Prepaid expenses and other current assets	1,414	14,221
Accounts payable and accrued expenses	15,031	(10,773)
Customer deposits	38,785	(12,420)
Operating lease liabilities	(13,978)	(15,144)
Net cash used in operating activities	(178,527)	(182,858)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by financing activities
NET CHANGE IN CASH AND CASH EQUIVALENTS	(178,527)	(182,858)
CASH AND CASH EQUIVALENTS
Beginning of the period	1,277,951	1,381,927
End of the period	1,099,424	1,199,069
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest
Cash paid for income taxes

Basis of Presentation and Other Information	3 Months Ended
	Mar. 31, 2024
Basis of Presentation and Other Information [Abstract]
BASIS OF PRESENTATION AND OTHER INFORMATION	NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION   The accompanying unaudited condensed consolidated financial statements of Reflect Scientific, Inc. (the “Company,” “we,” “us,” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements. The December 31, 2023 consolidated balance sheet data was derived from audited financial statements but do not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 29, 2024. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.   Recently Issued Accounting Pronouncements   In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. These amendments are to be applied retrospectively. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.   In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.   The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to our condensed consolidated financial statements.

Disaggregation of Revenues	3 Months Ended
	Mar. 31, 2024
Disaggregation of Revenues [Abstract]
DISAGGREGATION OF REVENUES	NOTE 2—DISAGGREGATION OF REVENUES   Our revenue is disaggregated based on product category and geographical region. We recognize revenue from the sale of scientific equipment for the life sciences and manufacturing industries. Our products include non-mechanical Cyrometrix freezers, chillers, and original equipment manufacturer (“OEM”) value-added products and components for the life sciences industry.   The Company’s revenues for the three months ended March 31, 2024 and 2023 are disaggregated as follows:       For the Three Months Ended March 31, 2024       United States     International     Total   Revenues                         Freezers and chillers   $ 264,270     $ -     $ 264,270       OEM and other     137,796       26,689       164,485       Total Revenues   $ 402,066     $ 26,689     $ 428,755         For the Three Months Ended March 31, 2023       United States     International     Total   Revenues                         Freezers and chillers   $ 45,250     $ -     $ 45,250       OEM and other     127,880       67,997       195,877       Total Revenues   $ 173,130     $ 67,997     $ 241,127

Inventories	3 Months Ended
	Mar. 31, 2024
Inventories [Abstract]
INVENTORIES	NOTE 3—INVENTORIES   Inventories at March 31, 2024 and December 31, 2023 consisted of the following:       March 31,     December 31,       2024     2023   Finished goods   $ 460,001     $ 493,565   Raw materials     596,960       584,772      Total inventories     1,056,961       1,078,337   Less reserve for obsolescence     (106,044 )     (106,044 )    Total inventories, net   $ 950,917     $ 972,293     Inventory balances are composed of finished goods and raw materials. Work in process inventory is immaterial to the condensed consolidated financial statements.

Leases	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
LEASES	NOTE 4—LEASES   The following was included in our condensed consolidated balance sheets at March 31, 2024 and December 31, 2023:       March 31,   December 31,       2024   2023   Operating lease right-of-use assets   $ 218,025   $ 235,653                   Lease liabilities, current portion     67,675     62,681   Lease liabilities, long-term     160,991     179,963       Total operating lease liabilities   $ 228,666   $ 242,644                   Weighted-average remaining lease term (months)     32     35   Weighted average discount rate     10.5 %   10.5 %   Total lease expense for the three months ended March 31, 2024 and 2023 is as follows:       For the Three Months Ended March 31,       2024     2023   Operating lease expense   $ 23,875     $ 15,216   Variable lease expense     -       4,437   Total lease expense   $ 23,875     $ 19,653   Cash payments included in the measurement of our operating lease liabilities were $20,225 and $15,831 for the three months ended March 31, 2024 and 2023, respectively.   As of March 31, 2024, maturities of operating lease liabilities were as follows:    Year Ending December 31,   Amount   2024   $ 65,084   2025     98,532   2026     101,708      Total     265,324   Less: imputed interest     (36,658 )    Total operating lease liabilities   $ 228,666

Stockholders' Equity	3 Months Ended
	Mar. 31, 2024
Stockholders' Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 5—STOCKHOLDERS’ EQUITY   Common Stock   As of March 31, 2024 and December 31, 2023, the Company was authorized to issue 100,000,000 common shares, of which 85,664,086 common shares were issued and outstanding.   Potential Common Stock Equivalents   As of March 31, 2024, there were no potential common share equivalents from restricted stock awards. As of December 31, 2023, there were 450,000, potential common share equivalents from restricted stock awards excluded from the diluted loss per share calculations as their effect is anti-dilutive.

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (31,971)	$ (147,839)

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2024
Basis of Presentation and Other Information [Abstract]
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. These amendments are to be applied retrospectively. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements. The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to our condensed consolidated financial statements.

Disaggregation of Revenues (Tables)	3 Months Ended
	Mar. 31, 2024
Disaggregation of Revenues [Abstract]
Schedule of Disaggregated Revenues	The Company’s revenues for the three months ended March 31, 2024 and 2023 are disaggregated as follows:     For the Three Months Ended March 31, 2024       United States     International     Total   Revenues                         Freezers and chillers   $ 264,270     $ -     $ 264,270       OEM and other     137,796       26,689       164,485       Total Revenues   $ 402,066     $ 26,689     $ 428,755       For the Three Months Ended March 31, 2023       United States     International     Total   Revenues                         Freezers and chillers   $ 45,250     $ -     $ 45,250       OEM and other     127,880       67,997       195,877       Total Revenues   $ 173,130     $ 67,997     $ 241,127

Inventories (Tables)	3 Months Ended
	Mar. 31, 2024
Inventories [Abstract]
Schedule of Inventories	Inventories at March 31, 2024 and December 31, 2023 consisted of the following:     March 31,     December 31,       2024     2023   Finished goods   $ 460,001     $ 493,565   Raw materials     596,960       584,772      Total inventories     1,056,961       1,078,337   Less reserve for obsolescence     (106,044 )     (106,044 )    Total inventories, net   $ 950,917     $ 972,293

Leases (Tables)	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Schedule of Consolidated Balance Sheet	The following was included in our condensed consolidated balance sheets at March 31, 2024 and December 31, 2023:     March 31,   December 31,       2024   2023   Operating lease right-of-use assets   $ 218,025   $ 235,653                   Lease liabilities, current portion     67,675     62,681   Lease liabilities, long-term     160,991     179,963       Total operating lease liabilities   $ 228,666   $ 242,644                   Weighted-average remaining lease term (months)     32     35   Weighted average discount rate     10.5 %   10.5 %
Schedule of Lease Expense	Total lease expense for the three months ended March 31, 2024 and 2023 is as follows:     For the Three Months Ended March 31,       2024     2023   Operating lease expense   $ 23,875     $ 15,216   Variable lease expense     -       4,437   Total lease expense   $ 23,875     $ 19,653
Schedule of Maturities of Operating Lease Liabilities	As of March 31, 2024, maturities of operating lease liabilities were as follows: Year Ending December 31,   Amount   2024   $ 65,084   2025     98,532   2026     101,708      Total     265,324   Less: imputed interest     (36,658 )    Total operating lease liabilities   $ 228,666

Disaggregation of Revenues (Details) - Schedule of Disaggregated Revenues - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Disaggregated Revenues [Line Items]
Total Revenues	$ 428,755	$ 241,127
United States [Member]
Schedule of Disaggregated Revenues [Line Items]
Total Revenues	402,066	173,130
International [Member]
Schedule of Disaggregated Revenues [Line Items]
Total Revenues	26,689	67,997
Freezers and Chillers [Member]
Schedule of Disaggregated Revenues [Line Items]
Total Revenues	264,270	45,250
Freezers and Chillers [Member] | United States [Member]
Schedule of Disaggregated Revenues [Line Items]
Total Revenues	264,270	45,250
Freezers and Chillers [Member] | International [Member]
Schedule of Disaggregated Revenues [Line Items]
Total Revenues
OEM and Other [Member]
Schedule of Disaggregated Revenues [Line Items]
Total Revenues	164,485	195,877
OEM and Other [Member] | United States [Member]
Schedule of Disaggregated Revenues [Line Items]
Total Revenues	137,796	127,880
OEM and Other [Member] | International [Member]
Schedule of Disaggregated Revenues [Line Items]
Total Revenues	$ 26,689	$ 67,997

Inventories (Details) - Schedule of Inventories - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Inventories [Abstract]
Finished goods	$ 460,001	$ 493,565
Raw materials	596,960	584,772
Total inventories	1,056,961	1,078,337
Less reserve for obsolescence	(106,044)	(106,044)
Total inventories, net	$ 950,917	$ 972,293

Leases (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Operating lease	$ 20,225	$ 15,831

Leases (Details) - Schedule of Condensed Consolidated Balance Sheet - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Consolidated Balance Sheet [Abstract]
Operating lease right-of-use assets	$ 218,025	$ 235,653
Lease liabilities, current portion	67,675	62,681
Lease liabilities, long-term	160,991	179,963
Total operating lease liabilities	$ 228,666	$ 242,644
Weighted-average remaining lease term (months)	32 months	35 months
Weighted average discount rate	10.50%	10.50%

Leases (Details) - Schedule of Lease Expense - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Lease Expense [Abstract]
Operating lease expense	$ 23,875	$ 15,216
Variable lease expense		4,437
Total lease expense	$ 23,875	$ 19,653

Leases (Details) - Schedule of Maturities of Operating Lease Liabilities - Operating Lease Liabilities [Member]	Mar. 31, 2024 USD ($)
Leases (Details) - Schedule of Maturities of Operating Lease Liabilities [Line Items]
2024	$ 65,084
2025	98,532
2026	101,708
Total	265,324
Less: imputed interest	(36,658)
Total operating lease liabilities	$ 228,666

Stockholders' Equity (Details) - shares	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2024
Stockholders' Equity [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	85,664,086	85,664,086
Common stock, shares outstanding	85,664,086	85,664,086
Common share equivalents from restricted stock awards	450,000

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